NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to Solon Eiendom ASA's (the "Company") stock exchange announcements made on 28 May 2018 and 8 June 2018 regarding the subsequent offering (the "Subsequent Offering") of up to 396,040 new shares (the "Offer Shares") at a subscription price of NOK 24.10 per Offer Share
The subscription period for the Subsequent Offering expired on 8 June 2018 at 16:30 hours (CET). Based on the subscriptions received, the Subsequent Offering was oversubscribed. The Company will issue a total of 396,040 new shares in the Company at a subscription price of NOK 24.10 per share, each with a nominal value of NOK 1.00. Accordingly, the gross proceeds of the Subsequent Offering will be approximately NOK 9.5 million.
The Company's board of directors has allocated the shares in the Subsequent Offering and notifications of allocation and the corresponding subscription amount to be paid by each subscriber will be issued by mail or otherwise today, 11 June 2018. Payment for the allocated shares falls due on 13 June 2018.
The Company expects to register the share capital increase in the Norwegian Register of Business Enterprises on or about 18 June 2018, provided that full payment for the allocated shares has been received by the Company. As soon as practically possible thereafter, the allocated shares will be transferred to the subscribers' VPS accounts. The first day of trading of the new shares on Oslo Børs is expected to be on or about 19 June 2018.
Following registration of the share capital increase for the Subsequent Offering, the share capital of the Company will be NOK 56,523,175 divided on 56,523,175 shares, each with a nominal value of NOK 1.00.
DNB Markets, a part of DNB Bank ASA, acts as Manager for the Subsequent Offering. Advokatfirmaet BAHR AS is acting as legal advisor.
Contacts:
Andreas Martinussen, CEO
Tel. +47 400 00 405 / email: am@soloneiendom.no
Scott Danielsen, CFO
Tel: +47 952 55 620 / email: sd@soloneiendom.no
***
Important Notice
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisor is acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the transactions, the contents of this announcement or any of the matters referred to herein. The transactions and the distribution of this announcement and other information in connection with the transactions may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
The transactions have not, and shall not, be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the transactions in any jurisdiction in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be issued in the transactions have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements acc. to §5-12 (Norwegian Securities Trading Act).
